Kevin McCarthy
About Kevin McCarthy
Independent director since 2022; age 65; based in Houston. Former Vice Chairman at Kayne Anderson Capital Advisors (2019–2023), previously CEO and Chairman for Kayne Anderson’s closed‑end funds (2004–2019; 2004–2020), and global head of energy investment banking at UBS with similar roles at PaineWebber and Dean Witter. Education: BA in Economics and Geology (Amherst College) and MBA in Finance (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kayne Anderson Capital Advisors | Vice Chairman | 2019–2023 | Senior leadership of energy-focused investment platform |
| Kayne Anderson Closed-End Funds | CEO; Chairman | 2004–2019; 2004–2020 | Led fund strategy/governance |
| UBS Securities | Global Head, Energy Investment Banking | N/A | Energy capital markets leadership |
| PaineWebber; Dean Witter | Senior energy banking roles | N/A | Investment banking leadership |
| Whiting Petroleum | Chairman of the Board | 2020–2022 | Led board through merger era |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Kinetik Holdings Inc. | Director | 2017–Present | Compensation; Audit |
| PAA GP Holdings LLC (Plains All American) | Director | 2020–Present | Nominating & Governance; ESG |
| ONEOK, Inc. | Director | 2015–2017 | Compensation; Nominating & Governance |
| Range Resources Corporation | Director | 2005–2018 | Compensation |
| Kayne Anderson Public Funds | Director | 2004–2020 | Board leadership |
| Whiting Petroleum | Chairman | 2020–2022 | CHR; Nominating & Governance |
Board Governance
- Committee assignments: Compensation & Human Resources (member); Nominating & Governance (member) .
- Independence: Board determined he is independent under Nasdaq standards; note that Plains All American conducts ordinary‑course transactions with Chord—Board concluded no material relationship and independence unaffected .
- Attendance and engagement: In 2024, the Board held 18 meetings; CHR 7; NG 4; average director attendance 99%; 100% attended the 2024 annual meeting .
- 2025 director election results (Kevin McCarthy): For 47,782,809; Against 470,611; Abstain 64,877; Broker non‑votes 4,103,284 .
- Say‑on‑Pay votes: 2024 approval ~96.25% of votes cast ; 2025 approval For 47,323,842; Against 740,084; Abstain 254,371; Broker non‑votes 4,103,284 .
Fixed Compensation
| Program Element | Amount/Terms | Notes |
|---|---|---|
| Cash retainer (Board Chair) | $70,000 | Separate from McCarthy’s role; for Board Chair only |
| Committee Chair fee | $25,000 per committee | Audit & Reserves; CHR; Safety & Sustainability; NG |
| Committee member fee | $10,000 per committee | Audit & Reserves; CHR; Safety & Sustainability; NG |
| Director equity grant | Time‑based RSUs; grant date values | 2024 grants vest May 1, 2025 |
| Stock ownership guidelines | 5× annual Board cash retainer | All directors currently meet/exceed |
| Kevin McCarthy — Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $102,000 | $102,000 |
| Stock Awards ($) | $198,567 (RSUs; 2023 grant) | $181,485 (RSUs; grant date 5/1/2024, $174.17 close; vest 5/1/2025) |
| Total ($) | $300,567 | $283,485 |
- Hedging/pledging policy: Directors are prohibited from hedging, short sales, pledging, margin purchases without advance approval .
- Clawback: Nasdaq‑compliant clawback policy adopted Oct 2023; applies to incentive compensation for covered executives (directors not typically covered for director fees/RSUs) .
Performance Compensation
| Compensation Component | Performance Metric | Terms | Applicability to Directors |
|---|---|---|---|
| RSUs (Directors) | None disclosed | Time‑based vesting (annual cycle) | Standard annual director grant; no PSU/TSR metrics for directors |
| PSUs (Executives, not directors) | Absolute TSR; Relative TSR vs peer group | 3‑year performance; linear payout; cash settlement >100% target | Executive program; not applicable to director compensation |
Other Directorships & Interlocks
| Relationship | Detail | Governance View |
|---|---|---|
| Plains All American (PAA GP Holdings LLC) | McCarthy serves on board; PAA conducts ordinary‑course transactions with Chord | Board assessed and deemed not material; independence maintained |
| CHR Committee Interlocks | CHR members (including McCarthy) had no Item 404 relationships in 2024; no executive cross‑committee roles with outside entities | Reduces conflict risk; supports independence |
Expertise & Qualifications
- Energy finance and capital markets leadership (global head of energy IB at UBS; senior roles at PaineWebber, Dean Witter) .
- Board and governance experience across upstream and midstream energy (Kinetik, Plains, Range, ONEOK, Whiting) .
- Demonstrated skills: capital allocation, financial reporting/accounting, business development/M&A, CHR oversight, corporate governance .
Equity Ownership
| Holder | FY 2023 (as of 3/9/2023) | FY 2024 (as of 3/7/2024) | FY 2025 (as of 3/5/2025) |
|---|---|---|---|
| Kevin McCarthy — Shares Beneficially Owned | 14,317 | 15,702 | 16,744 |
| Percent of Class | <1% | <1% | <1% (out of 59,489,481 shares outstanding) |
| Pledging/Hedging | Prohibited by policy | Prohibited by policy | Prohibited by policy |
Governance Assessment
- Board effectiveness: Active roles on CHR and NG committees position McCarthy at the center of pay design, succession planning, governance policy, and board evaluation; no committee interlock conflicts disclosed for 2024 .
- Alignment: Director equity grants are time‑based RSUs plus stringent 5× cash retainer ownership guidelines; directors currently meet/exceed guidelines .
- Shareholder signals: High say‑on‑pay support (~96.25% in 2024; 2025 advisory vote approved) and strong support for McCarthy’s re‑election (47.78M for vs. 0.47M against) bolster investor confidence .
- Related‑party exposure: Plains All American relationship flagged and assessed as ordinary‑course/non‑material; independence affirmed .
- RED FLAGS (monitor):
- Multiple energy midstream board roles (Plains, Kinetik) can create perceived interlocks; continued oversight via RPT policy and annual independence reviews mitigates risk .
- Director compensation lacks performance‑conditioned equity (no PSUs/TSR for directors); alignment relies on stock price exposure and ownership requirements .
Insider trading note: A search for SEC Form 4 filings for Kevin McCarthy at CHRD from 2024‑01‑01 to 2025‑11‑19 returned no documents using our filings tool (indicating no reported CHRD insider transactions in this period). We searched for Form 4s and found none; if you want, we can run a deeper insider-trades dataset query.
Additional policies reinforcing governance: Separate Board Chair and CEO roles; regular executive sessions; majority voting; proxy access; clawback policy; prohibition of hedging/pledging; robust board evaluation and education programs .